Corgenix Medical Corporation and Genesis Bioventures Announce Signing of Merger
Agreement and Completion of $2 Million Initial Financing Round
DENVER, March 16 /PRNewswire-FirstCall/ -- Corgenix Medical Corporation
(BULLETIN BOARD: CONX) and Genesis Bioventures, Inc. today announced the
signing of a definitive merger agreement (the "merger agreement"). Under the
merger agreement, Genesis will acquire all of the outstanding shares of Corgenix
in a stock-for-stock transaction. Under the terms of the merger agreement,
Genesis will issue 14 million shares of its common stock in exchange for 100% of
Corgenix shares outstanding in a transaction valued at approximately $10 million
based on GBI's closing stock price on March 15, 2004. The terms ofthe merger
agreement provide that Corgenix's current management team will assume the
responsibility of managing the combined entity, which will continue to be known
as Genesis Bioventures, Inc., and will be headquartered in Westminster,
Colorado. GBI's current Chairman and CEO, Greg McCartney and Dr. Luis Lopez,
currently CEO and Chairman of Corgenix, will be Co-Chairmen of the combined
entity.
The consummation of the merger is conditioned upon customary closing conditions,
including a regulatory review by the SEC, approval by the shareholders of each
company, and is expected to close in the third quarter of this calendar year.
It is also conditioned upon the successful completion of a second round of
merger-related financing in the amount of atleast $6,000,000.
The first round of merger-related financing has been completed with funds in
excess of $2 million being raised. Sterling Financial Investment Group acted as
placement agent for this financing. The proceeds of the financing will be used
by Genesis to advance $500,000 to Corgenix as provided for in the merger
agreement, and towards Mammastatin breast cancer diagnosis system ("MSA")
license payments, repayment of notes and other accrued debt and towards general
operating activities.
Upon the consummation of the merger this summer, the companies will focus on the
continued development and worldwide commercialization of Genesis's MSA, the
further expansion of Corgenix's innovative immunoassays for the clinical
assessment of coagulation, vascular, liver and autoimmune diseases, and the
acquisition of synergistic companies and technologies.
"The funds from this financing should enable GBI and Corgenix to complete the
remainder of the merger process as scheduled", stated GBI Chairman and CEO, Greg
McCartney. "Both Corgenix and GBI are eager to move ahead with the integration
of the two companies to create a new entity that has the potential to be at the
forefront of cutting edge diagnostic technology. Corgenix will bring operating
revenues to GBI, a worldwide distribution network and a strong and experienced
management team with regulatory expertise. The merger not only enhances the
ability of GBI to move its products to market more rapidly, but allows GBI to
grow its business through key acquisitions in the future," he added.
The merger will combine the cancer technology and prion disease position of GBI
with Corgenix's state-of-the-art manufacturing facility and established
worldwide distribution network enabling the time to market for the MSA to be
significantly reduced. Utilizing Corgenix's patented manufacturing process, the
combined company will promptly reconfigure the existing MSA test into an ELISA
blood diagnostic test kit to detect the level of Mammastatin for the purpose of
assessing a woman's risk of developing breast cancer. The merged companies
intend to focus on the continued development and the worldwide commercialization
of the MSA, as well as the further expansion of Corgenix's innovative
immunoassays for the clinical assessment of coagulation, vascular, liver and
autoimmune diseases.
The post merger management team has experience in developing new products,
gaining the appropriate regulatory approvals and taking products to market. The
combined company will have revenues along with strategic collaborations
worldwide in oncology, cardiovascular disease, liver disease, autoimmunity and
neurodegenerative disease.
Douglass Simpson, President and Chief Operating Officer of Corgenix who will
assume the role of Chief Executive Officer of the combined entity, said "The
merger of Genesis and Corgenix should create tremendous opportunities for
shareholders, customers and employees. It will place the combined entity in a
position to become a key player in the very large cancer diagnostic market, a
market that affords tremendous potential throughout the world. Furthermore, it
will dramatically assist our growth into a diversified global organization with
much greater resources and opportunities. Genesis's MSA technology will
significantly compliment our business focus and distribution channels and will
permit us to broaden our product line to current customers, as well as provide
us the opportunity to establish new customers with an expanded portfolio of
products and technologies. The combined operations should create synergies in
product development, manufacturing, distribution, and research operations." About Corgenix Corgenix is a leader in the development and manufacturing of anti-Phospholipid
test kits, being the first on the market with an FDA cleared assay for
anti-Cardiolipin (aCL), and is still the only manufacturer of an FDA cleared
anti-phosphatidylserine (aPS) and an anti-Prothrombin (aPT) test kit. Corgenix
is based in metropolitan Denver and its primary area of focus is providing
state-of-the-art products for the serologic diagnosis and management of
cardiovascular disease, vascular biology, liver disease and autoimmune
disorders. Corgenix diagnostic products are commercialized for use in clinical
laboratories throughout the world.
About Genesis Bioventures Genesis Bioventures, Inc. is a biomedical development corporation focusing on
the development and marketing of novel diagnostics and therapeutics. Genesis's
wholly owned subsidiary, Biomedical Diagnostics, LLC, specializes in the
development of cancer diagnostics. The first product commercially available is
the MSA as a screen for breast cancer risk. In addition, the Company has an
equity interest in Prion Developmental Laboratories, Inc., ("PDL") which
specializes in the development of diagnostic tests to detect prion disease in
cattle, deer, sheep and elk as well as in human blood. Genesis recently
announced that PDL has received United States Department ofAgriculture (USDA)
approval for its Chronic Wasting Disease ("CWD") strip test. CWD is similar to
Mad Cow Disease, formally known as Bovine Spongiform Encephalopathy, but affects
deer and elk.
Additional Information and Where to Find It Corgenix and Genesis intend to file a registration statement on Form S-4
including a joint proxy statement/prospectus in connection with the proposed
merger, and the companies expect to mail a proxy statement/prospectus to their
respective stockholders containing information about the proposed transaction on
or about May or June of 2004. This communication is neither an offer to
purchase nor a solicitation of an offer to sell any securities of Corgenix or
Genesis. Investors and security holders of Genesis and Corgenix are urged to
read the joint proxy statement/prospectus when it becomes available because it
will contain important information about Genesis, Corgenix and the transaction.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when it is available) at the SEC's web site at
http://www.sec.gov/. A free copy of the joint proxy statement/prospectus may
also be obtained from Genesis or Corgenix. Genesis and its executive officers
and directors may be deemed to be participants in the solicitation of proxies
from the stockholders of Genesis and Corgenix in favor of the transaction. Information regarding the interests of Genesis's officers and directors in the
transaction will be included in the joint proxy statement/prospectus. Corgenix
and its executive officers and directors also may be deemed to be participants
in the solicitation of proxies from the stockholders of Genesis and Corgenix in
favor of the transaction. Information regarding the interests ofCorgenix's
officers and directors in the transaction will be included in the joint proxy
statement/prospectus.
Statements in this press release that are not strictly historical facts are
"forward looking" statements (identified by the words "believe","estimate",
"project", "expect" or similar expressions) within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements inherently involve
risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements. Factors that would cause or contribute to
such differences include, but are not limited to, continued acceptance of the
Company's products and services in the marketplace, competitive factors, changes
in the regulatory environment, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange Commission. The
statements in this press release are made as of today, based upon information
currently known to management, and the company does not undertake any obligation
to publicly update or revise any forward-looking statements.
For more information on Genesis, contact Genesis Investor Relations,
(604)542-0820, , http://www.gnsbio.com/ or contact Aurelius Consulting Group,
800-644-6297, , http://www.runonideas.com/ or de Jong & Associates, (760)
943-9065, , http://www.dejong.org/.
Complete copies of the Corgenix Medical Corporation Forms 10-KSB and 10-QSB are
available at http://www.sec.gov/. Copies and additional information can be
obtained by contacting William Critchfield, Chief Financial Officer: phone (303)
453-8903, or e-mail at . DATASOURCE: Corgenix Medical Corporation; Genesis Bioventures, Inc.
CONTACT: William Critchfield, Chief Financial Officer of Corgenix Medical Corporation, +1-303-453-8903, ; or Genesis Investor Relations, +1-604-542-0820, , Aurelius Consulting Group, +1-800-644-6297, , or de Jong & Associates, +1-760-943-9065, , all for Genesis Bioventures, Inc. |